The Public Company Transformed

Brian Cheffins

Shows how historical trends relate to hotly debated issues regarding today's public company

Includes valuable context for those interested in how public companies are governed and financed

Provides the first detailed historical treatment of the American public company

Looks to the future of the public company, as well as the role of boards, shareholders, and CEOs

The Public Company Transformed

Brian Cheffins

Description

For decades, the public company has played a dominant role in the American economy. Since the middle of the 20th century, the nature of the public company has changed considerably. The transformation has been a fascinating one, marked by scandals, political controversy, wide swings in investor and public sentiment, mismanagement, entrepreneurial verve, noisy corporate "raiders" and various other larger-than-life personalities. Nevertheless, amidst a voluminous literature on corporations, a systematic historical analysis of the changes that have occurred is lacking. The Public Company Transformed correspondingly analyzes how the public company has been recast from the mid-20th century through to the present day, with particular emphasis on senior corporate executives and the constraints affecting the choices available to them. The chronological point of departure is the managerial capitalism era, which prevailed in large American corporations following World War II. The book explores managerial capitalism's rise, its 1950s and 1960s heyday, and its fall in the 1970s and 1980s. It describes the American public companies and executives that enjoyed prosperity during the 1990s, and the reversal of fortunes in the 2000s precipitated by corporate scandals and the financial crisis of 2008. The book also considers the regulation of public companies in detail, and discusses developments in shareholder activism, company boards, chief executives, and concerns about oligopoly. The volume concludes by offering conjectures on the future of the public corporation, and suggests that predictions of the demise of the public company have been exaggerated.

The Public Company Transformed

Brian Cheffins

Table of Contents

List of Figure List of Tables Chapter One: Introduction The Public Company Transformed — a Brief Chronology This Book's Contribution Iconic Public Companies Transformed AT&T General Electric Overview of the Book Chapter Two: Managerial Capitalism Key Features The Rise of Managerial Capitalism Financial Capitalism Emerges Financial Capitalism in Retreat When Did Ownership Separate From Control in Large Public Companies? Why Did Ownership Separate from Control? Managerial Capitalism in Operation The "Core Fissure" in US Corporate Governance How Much "Personal Gain"? Other Goals? What Constrained Management? Internal Constraints External Constraints Chapter Three — The 1970s: Managerial Capitalism Sustained But "Something Happened" Continuity and Change Were the Public Company's Days Numbered? Managerial Capitalism Falters American Management Falling Behind? The Conglomerate Crack-Up Illicit Payments Internal Constraints Shareholders Boards External Constraints Regulation Unions Competitors The Market for Corporate Control Chapter Four — The 1980s: Managerial Capitalism Taken Over Don't Just Manage - Lead! The Deal Decade Takeovers Leveraged Buyouts End of an Era Internal Constraints Boards Shareholders External Constraints Regulation Unions Competitors The Public Company Executive in Transition Chapter Five — The 1990s: Gloom to Euphoria and Back From Stagnation to Overdrive to Hangover America Falling Behind? Rallying Overdrive Hangover Internal Constraints A Governance Vacuum Boards Shareholders External Constraints Unions Regulation Competitors The CEO as Corporate Icon Chapter Six: The 2000s: The Decade From Hell Changing Circumstances for the Public Company The Public Company's Challenges Corporate Scandals SOX Private Equity The Financial Crisis Internal Constraints Boards Shareholders External Constraints The Market for Corporate Control Unions Regulation Competitors The Retreat of the Iconic Chief Executive Banks, Their "Free Pass" and the Financial Crisis Chapter Seven: The Future of the Public Company Extinction of the Public Company? What's New? Private Equity Unicorns and IPOs The Public Company Retains Center Stage The End of the Berle-Means Corporation? Internal Constraints Boards Shareholders External Constraints Unions Regulation Competitors What Does the Future Hold for Public Company Executives? CEO/Founders Return of the Imperial CEO? Embattled? Managerial Capitalism Redux? Index

The Public Company Transformed

Brian Cheffins

Author Information

Brian Cheffins, S.J. Berwin Professor of Corporate Law, University of Cambridge, Faculty of Law

Brian R. Cheffins has been since 1998 the S.J. Berwin Professor of Corporate Law at Cambridge University. He has held visiting appointments at Columbia, Duke, Harvard, Oxford, Stanford, the University of British Columbia and the University of Western Ontario. Professor Cheffins has written widely in the areas of corporate law, corporate governance and business history.